Artist Representations Sample Clauses

Artist Representations. Artist represents and warrants that he/she has the right to enter into this Agreement, that the Artwork is original and has not been previously used commercially, and shall not infringe upon or violate any copyright, or any other personal or proprietary right of any kind of any third party. Artist indemnifies Woot, its officers, directors, employees, successors and assigns, against any and all losses, expenses (including attorney’s reasonable fees), or damages arising out of any breach of Artist’s warranties, representations, and obligations hereunder. This paragraph shall survive the expiration or termination of this Agreement for any reason.
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Artist Representations. Artist represents and warrants that all statements and representations made in Artist’s proposal, if any, or other supporting documents submitted to County in connection with any proposal, negotiation, or award of this Agreement, including during the initial stages of the contract process, were true and correct when made and are true and correct as of the date Artist executes this Agreement, unless otherwise expressly disclosed in writing by Artist.
Sample 1
Artist Representations. Artist represents and warrants to the City the following: a. The individuals signing below have full legal power and authority to sign for and bind the Artist to all obligations under this Agreement. There is no consent needed from any third party for Artist to enter into this Agreement. b. Artist will timely obtain all necessary permits and perform all work pursuant to this Agreement in full compliance with all permits obtained, as well as all other applicable laws. Artist warrants that it will continue to comply with all permits obtained and laws applicable to its activities pursuant to this Agreement during the term of this Agreement.
Sample 1
Artist Representations. You represent and warrant that you have the right to enter into this Agreement, that the Artwork is original, and shall not infringe upon or violate any copyright, or any other personal or proprietary right of any kind of any third party. You indemnify Woot, its officers, directors, employees, successors and assigns, against any and all losses,
Sample 1
Artist Representations a. Artist represents and warrants that: i. The Artwork is an original Artwork by the Artist; ii. The Artist is the legal owner of the Artwork; iii. The Artwork does not infringe on any existing copyright; iv. The Artist has not entered into any other assignments, transfers, licenses, contracts, or mutual understandings that conflict with the terms and obligations of this Agreement; and v. There are no copyright infringement claims currently pending or threatened, nor does the Artist have any reason to believe that any copyright claims will be brought or threatened in the future. b. Artist has familiarized itself with the nature and extent of this Agreement, Ordinance 2056 and with all other local conditions and federal, state and local laws, ordinances, rules, and regulations that in any manner may affect Artist’s performance under this Agreement. c. Artist represents and warrants to City that it has the experience and ability to perform its obligations under this Agreement; that it will perform said obligations in a professional, competent and timely manner and with diligence and skill; that it has the power to enter into and perform this Agreement and grant the rights granted in it; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary for Artist to meet this warranty.
Sample 1

Related to Artist Representations

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof. (ii) The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. (iii) The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities. (iv) The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. (v) The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the acquisition of the Securities. (vi) The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities. (vii) The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration and Shareholder Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities Act. (viii) The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities. (ix) The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.

  • CONTRACTOR’S REPRESENTATIONS In order to induce the City to enter into this Work Order, the Contractor makes the following representations: 7.1 Contractor has familiarized itself with the nature and extent of the Contract Documents including this Work Order, work, site, locality, and all local conditions and laws and regulations that in any manner may affect cost, progress, performance or furnishing of the work. 7.2 Contractor has obtained at his/her own expense and carefully studied, or assumes responsibility for obtaining and carefully studying, soil investigations, explorations, and test reports which pertain to the subsurface conditions at or contiguous to the site or otherwise may affect the cost, progress, performance or furnishing of the work as Contractor considers necessary for the performance or furnishing of the work at the stated work order price within the Work Order stated time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of the IFB; and no additional examinations, investigations, explorations, tests, reports, studies or similar information or data are or is deemed necessary by Contractor for such purposes. 7.3 Contractor has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports, studies or similar information or data in respect of said Underground Facilities are or is deemed necessary by the Contractor in order to perform and furnish the work under this Work Order price, within the Work Order time and in accordance with the other terms and conditions of the Contract Documents. 7.4 Contractor has correlated the results of all such observations, examinations, investigations, explorations, tests, reports and studies with the terms and conditions of the Contract Documents. 7.5 Contractor has given the City’s Contract Administrator written notice of all conflicts, errors or discrepancies that he or she has discovered in the Contract Documents and the written resolution thereof by City or its designee is acceptable to the Contractor.

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